PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
Strategic Return Notes(R)
Linked to the Industrial 15 Index due July 2008
US$10 public offering price per security
Private Offering Notice
Summary Terms
The securities: Payment at maturity:
o Senior unsecured debt securities o The amount an investor will receive at
of Merrill Lynch & Co., Inc. maturity or upon exchange will be based
upon the percentage change in the value
o Exchangeable at the investor's of the Industrial 15 Index, which
option for a cash payment during reflects the total return of the top
a specified period in July of fifteen dividend yielding stocks,
each year from 2004 through 2007 reconstituted annually, in Standard &
as described in the prospectus Poor's Industrial Index less an annual
supplement. index adjustment factor of 1.5%.
o No payments prior to maturity o The amount an investor will receive at
unless exchanged. maturity or upon exchange will depend
on the value of the Industrial 15
o Linked to the value of the Index. The value of the Industrial 15
Industrial 15 Index. Index must increase in order for an
o Expected settlement date: July , investor to receive at least the
2003. original public offering price of $10
per security at maturity or upon
exchange. If the value of the
Industrial 15 Index has declined or
has not increased sufficiently, an
investor will receive less, and
possibly significantly less,
than the public offering price of $10
per security.
The securities (the "Securities"), the subject of the attached offering
document (the "Offering Document"), have not been approved for public sale in
any jurisdiction outside of the United States. As such, the Securities are
made available to investors outside of the United States only in accordance
with applicable private offering rules. The Offering Document may not be
copied or otherwise made available to any other person by any recipient
without the express written consent of the Company.
The discussion contained in the Offering Document relating to the tax
implications of investing in the Securities is not based upon, and does not
reflect, the tax laws of any jurisdiction outside of the U.S. Accordingly,
investors should consult their local tax advisor before making an investment
in the Securities.
This Notice and the Offering Document have been issued by Merrill Lynch & Co.,
Inc. (the "Company") for information only. Prospective investors should not
treat the contents of this Notice as advice relating to legal, taxation or
investment matters and are advised to consult their own professional advisors
concerning the purchase, holding or disposal of the Securities. Attention is
drawn in particular to risk factors on pages S-7 to S-10 of the Offering
Document. Subject to this Notice, the Offering Document has been approved for
issue in the United Kingdom by Merrill Lynch International Bank Limited
("MLIB"), which is regulated by the Financial Services Authority, with
registered office at Merrill Lynch Financial Center, 2 King Edward Street,
London EC1A 1HQ, United Kingdom. This Notice is issued in Hong Kong by Merrill
Lynch (Asia Pacific) Limited.
PRIVATE OFFERING NOTICE
Investors in the United Kingdom should be aware that Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), which is handling the sale of the
Securities, has no place of business in the UK and is not regulated by the
Financial Services Authority. Therefore, with respect to anything done by
MLPF&S, the regulatory regime governing an investor's rights will be different
than that of investors' rights in the UK, and the UK rules for the protection
of private investors and the UK Financial Compensation Scheme will not apply
to any business MLPF&S conducts with or for UK investors.
Investors should also note the following:
(a) The Securities are denominated in United States dollars.
Investors that purchase securities with a currency other than U.S. dollars
should note that changes in rates of exchange may have an adverse effect on
the value, price or income of their investment.
(b) The price and value of the Securities and the income from them
can fluctuate and may fall against the investor's interest and an investor may
get back less than he invested.
(c) Investment in the Securities may not be suitable for all
investors. Investors should seek advice from their investment advisor for
information concerning the Company, the Securities and the suitability of
purchasing the Securities in the context of their individual circumstances.
Past performance is not necessarily a guide to future performance, and no
projection, representation or warranty is made regarding future performance.
(d) Save as disclosed herein and in the Offering Document, no
commissions, discounts, brokerages or other special terms have been granted or
are payable by the Company in connection with the issue or sale of any
Securities.
(e) MLPF&S or one of its affiliates may be the only market maker, if
any, in the Securities.
(f) Information relating to taxation is based on information
currently available. The levels and bases of, and reliefs from, taxation in
relevant jurisdictions can change. The value of any reliefs depends upon the
circumstances of the investor. See additional comments about taxation above.
The date of this Notice is July 9, 2003
This Notice supplements the Preliminary Prospectus Supplement, dated
July 9, 2003, and the Prospectus, dated
June 3, 2003.